This document aims to establish and inform the general terms and conditions regarding the service offered by the companies of the WAIVER Group. This document must be analyzed in conjunction with quotations and/or estimates for each operation to be performed, especially, concerning the purpose of the contract, amounts, deadlines and payment methods.

GENERAL CONSIDERATIONS

The companies of WAIVER Group are domiciled in Brazil and are specialized in logistics operations for the import and export of goods, including the special customs regime of temporary admission, in accordance with current customs legislation (IN RFB 1.600/2015). Therefore, it is duly authorized to operate in foreign trade through customs in Brazil – Brazilian Federal Revenue Service.

SCOPE OF SERVICES

The services offered by WAIVER Group may include, among others, according to the quotation and/or estimate: (i) preparation or processing of import and export declarations, (ii) reservation, obtainment or confirmation of space for cargo, including affreightment, (iii) preparation or processing of delivery orders or dock receipts, (iv) preparation or processing of waybills, (v)
reservation, obtainment or confirmation of deposit in warehouses, (vi) obtainment of insurance for cargos, when previously required by the client, (vii) freight forwarding via all means of transportation, (viii) consultancy regarding licenses or inspections or other documents relating to the clearance of cargo and international trade of goods in general.

As special logistics operator, WAIVER also offers the service of internalization of goods under the responsibility, ownership and/or possession of third parties in the Brazilian territory, through the special customs regime of temporary admission. As well as the return of such goods abroad, except those goods which have been consumed, destroyed or are in equivalent condition, according to the nature of the goods or fact that results in their mandatory destruction.

Likewise, it offers temporary export operations and return of goods to the Brazilian territory.

WAIVER may be considered a contracting carrier when it effectively enters into transportation contract, according to current Brazilian legislation.
WAIVER may use its own resources or resources from third parties to fulfill the object of its contracts. In the cases it uses services from third parties, WAIVER shall be responsible for the execution of such services.

PAYMENT

The CLIENT must pay WAIVER within the deadline and in the way established, the amount previously expressly or impliedly mentioned in the quotation and/or estimate and which was accepted by the client.

The CLIENT will also be responsible for the reimbursement of any extra expense incurred, according to the proofs of payment that will be presented together with the debit note or equivalent document.

The quotations and/or estimates will be prepared by WAIVER in foreign currency. However, the charges will be made using the invoice and/or payment rate day.

The CLIENT agrees to pay the due amount to WAIVER within 30 (thirty) days from the date the invoice is issued, without prejudice to the right of WAIVER requesting advance of the amount, or part of it (“Advance”), or compatible and satisfactory guarantee to WAIVER (“Guarantee”), including promissory notes. Any late payment will be subject to (i) indexation to IGP-M, or another index that may substitute it, (ii) default interest of 1% (one percent) a month or its fraction and (iii) fine of 2% of the amount due.

The CLIENT agrees to bear the legal costs, attorney fees and other expenses that WAIVER may incur in case the default in payment entails the action of an attorney for the proper collection of the outstanding amount.

In case the quotation and/or estimate does not expressly inform the currency of negotiation, EURO shall be deemed the standard currency.

DEADLINES AND TERMINATION

This legal instrument will be valid from the moment the CLIENT accepts the quotation and/or estimate of WAIVER and shall be valid until the services are fully concluded in the agreed manner. The acceptance of the quotation and/or estimate will be tacit or explicit by any means, including electronic means (e-mail).

The contract can be terminated at any moment, by either party, by prior notice, in case of: (i) default of payment, if the aggrieved party so desires, as long as the default in payment is not remedied within 15 (fifteen) days of notification, or (ii) judicial recovery, bankruptcy or insolvency of the other party.

The termination of the contract, by any reason, shall not affect any right or duty of the parties acquired prior to the termination, including, without limitations, the obligation of the CLIENT to pay any remuneration due before the termination and the obligation of WAIVER to render the services appropriately.

The CLIENT may terminate the contract, without cause, by written notification to WAIVER 30 (thirty) days before the date set to start the rendering of the services. If this is the case, WAIVER will immediately cease the operation.

WAIVER will issue the final invoice with the whole amount of the proposal and any extra expenses incurred.

In the case of termination for cause, the CLIENT will be responsible for the payment to WAIVER of services rendered until the date the notification is received by WAIVER.

CLIENT RESPONSIBILITY

It is the CLIENT’S responsibility to provide, in due time, the manifest of the cargo that will be transported and the information must be precise to avoid discrepancies in the amount charged for the services.
It is the CLIENT’S responsibility to provide precise and timely answers in order for the service to be successfully carried out, as well as to provide the necessary documents requested by WAIVER.

WAIVER RESPONSIBILITY

It is WAIVER’s responsibility to execute the operation in compliance with Brazilian legislation, being liable for it entirely, even if it has rendered services through third parties, and to supply the CLIENT, whenever requested, with updated information regarding the process until its completion.

LIMITATION OF RESPONSIBILITY

WAIVER cannot be held responsible for possible delays, losses, loss of profit, extra expenses incurred directly or indirectly by third parties, including subcontracted suppliers. It will only be liable for losses it causes directly.

In the cases that WAIVER is ordered to indemnify or reimburse the CLIENT by unappealable judicial decision, its responsibility will be limited to the amount of the contract for the rendering of service.

The CLIENT also agrees to inspect its cargo upon delivery and to immediately inform WAIVER of any loss or damage. The CLIENT agrees that WAIVER will not be held responsible for any loss or damage if notification regarding such loss or damage is not made within 48 (forty-eight) hours of delivery of the goods to the CLIENT, with no prejudice to the other arrangements laid down by the parties.

CONFIDENTIALITY

Each party will keep confidential all the confidential information disclosed by the other party regarding the established contract and will adopt the same level of care that it uses to protect its own valuable confidential information, considering a reasonable level of care so that it does not
(i) reveal such confidential information to people that are not part of its authorized staff, bound by contracts that protect the right of the party that reveals the information in accordance with the terms of this instrument, or except when expressly permitted otherwise by the agreement between the parties; or (ii) use such confidential information for any purpose other than the exercise of rights and fulfillment of the obligations relative to the contract.

For the purposes of this term, confidential information will be that referent to businesses and to the technology used by the parties; the data; information concerning current and future products; services and prices charged by each party; the terms of the agreement and information clearly classified as confidential.

Regardless of the foregoing, confidential information will not include information that: (a) is or becomes public domain, without any fault being attributed to the party that receives it; (b) is in legal possession of the party that receives it before it is disclosed, which can be proven through written records, and has not been obtained by the receiving party, directly or indirectly, from the party that disclosed it; (c) is legally disclosed to the party that receives it by a third party, not bound by confidentiality; (d) is created independently by the receiving party, not using confidential information from the party that disclosed it; or (e) the party that receives it is obliged to disclose it to comply with the law or with a court order, as long as the party that receives it gives prior written notification to the party that discloses it and gives the party that discloses it reasonable opportunity to contest the lawsuit or request a writ of mandamus before disclosure.

NATURE OF THE CONTRACT

The relationship established by this term between WAIVER and the CLIENT is of rendering of services and cannot be interpreted to (i) give one of the parties the power to manage and run the day-to-day activities of the other party or (ii) consider that the parties are partners, members of a joint venture, co-proprietors or members of the same group.

FORCE MAJEURE

Neither party will be liable to the other for any partial or full failure, interruption or delay in the performance of their respective duties and obligations established by this term, if they are the result of force majeure. Force majeure should be considered any cause attributed to acts, events or omissions beyond the control of the parties, including, but not limited to, government acts, acts by force of nature, floods, fires, explosions or earthquakes, power outages, coups or strikes. In case of force majeure, the party whose performance is immediately affected must promptly notify the other party, and shall be relieved of the duties it is subject to according to this term until the necessary conditions for its activities are reestablished. If the conditions that result from force majeure remain in place for more than one (1) month, either party may terminate the contract through written notification to the other party within thirty (30) days.

CESSION

Neither party may transfer any of its rights or obligations contained in this term, by law or otherwise, without the prior written consent of the other party. Without prejudice to the provisions above, WAIVER may transfer this term, in whole or in part, without the consent of the CLIENT, via written notification, to: (a) any entity that controls, is controlled by or is under the same control as WAIVER, (b) any entity resulting from the merge or incorporation with WAIVER, or (c) any person or entity that substantially acquires all the assets of WAIVER related to the aspects addressed herein.

POWER OF ATTORNEY

The CLIENT appoints, as of now, WAIVER as its authorized agent to act on its behalf regarding the contracted services, as well as to issue or sign any documents related to such services.

INSURANCE

The CLIENT is encouraged to get insurance for the freight or instruct WAIVER to do so on its behalf, in case the service requested imposes unacceptable risks to the CLIENT.

WAIVER will only honor insurance claims when the premium is charged through invoice and received by WAIVER, as long as it is related to the transportation event insured.

Insurance will be supplied by WAIVER when requested by the CLIENT and for the CLIENT’S benefit. The CLIENT agrees that failure to pay the premium may result in loss of coverage.

GENERAL PROVISIONS

Any tolerance, by either party, of failure or nonperformance of any provision or condition of the contract by the other party shall be considered mere freedom and not novation or waiving of the right to demand full compliance with the obligations herein agreed.
If any provision of the contract is deemed by a competent legal authority to be unlawful, void or unenforceable, the contract will remain in effect with the exception of those provisions that will be removed and regarded as void as long as deemed unlawful. The parties will use all reasonable efforts to replace the illegal, void or unenforceable provision by an applicable provision whose commercial effects are the most similar possible to the deleted provision.
Any notification or other document to be presented while the contract is effective must be presented in writing and will be deemed to have been duly delivered if sent by registered mail or courier to the address of the parties or by fax or e-mail with proof of receipt.

This document regarding the GENERAL TERMS AND CONDITIONS OF SERVICES replaces, for all purposes, the terms previously used, has its effective date on March 1, 2017.

To the Contractor is offer the opportunity to propose adjustments and changes on this term, which will be freely negotiated by the parties. In the absence of any manifestation by the Contractor, which is understood that the conditions herein mentioned is fully accept.

APPLICABLE LEGISLATION

The parties agree to adopt the Brazilian legislation as applicable for all purposes. This Agreement is not governed by the Code of Consumer Protection, because of the legal relationship established between the parties.

JURISDICTION

The jurisdiction of the city of Rio de Janeiro – Brazil is chosen to settle any issues arising from the legal relationship between WAIVER and the CLIENT.
The CLIENT declares and attests it had the opportunity to negotiate, read and revise thoroughly this document, having fully agreed with its content, including the matters related to limitation of responsibility of Waiver, and that the term, together with the quotation and/or estimate, reflects the will of both parties.

REGISTRATION OF THE AGREEMENT

This Agreement is registered and protocoled with the 1º register of Deeds and Documents of the City of Rio de Janeiro, on optical media under n° 182945 on March 14, 2017.

The CLIENT must pay WAIVER within the deadline and in the way established, the amount previously expressly or impliedly mentioned in the quotation and/or estimate and which was accepted by the client.

The CLIENT will also be responsible for the reimbursement of any extra expense incurred, according to the proofs of payment that will be presented together with the debit note or equivalent document.

The quotations and/or estimates will be prepared by WAIVER in foreign currency. However, the charges will be made using the invoice and/or payment rate day.

The CLIENT agrees to pay the due amount to WAIVER within 30 (thirty) days from the date the invoice is issued, without prejudice to the right of WAIVER requesting advance of the amount, or part of it (“Advance”), or compatible and satisfactory guarantee to WAIVER (“Guarantee”), including promissory notes. Any late payment will be subject to (i) indexation to IGP-M, or another index that may substitute it, (ii) default interest of 1% (one percent) a month or its fraction and (iii) fine of 2% of the amount due.

The CLIENT agrees to bear the legal costs, attorney fees and other expenses that WAIVER may incur in case the default in payment entails the action of an attorney for the proper collection of the outstanding amount.

In case the quotation and/or estimate does not expressly inform the currency of negotiation, EURO shall be deemed the standard currency.

DEADLINES AND TERMINATION

This legal instrument will be valid from the moment the CLIENT accepts the quotation and/or estimate of WAIVER and shall be valid until the services are fully concluded in the agreed manner. The acceptance of the quotation and/or estimate will be tacit or explicit by any means, including electronic means (e-mail).

The contract can be terminated at any moment, by either party, by prior notice, in case of: (i) default of payment, if the aggrieved party so desires, as long as the default in payment is not remedied within 15 (fifteen) days of notification, or (ii) judicial recovery, bankruptcy or insolvency of the other party.

The termination of the contract, by any reason, shall not affect any right or duty of the parties acquired prior to the termination, including, without limitations, the obligation of the CLIENT to pay any remuneration due before the termination and the obligation of WAIVER to render the services appropriately.

The CLIENT may terminate the contract, without cause, by written notification to WAIVER 30 (thirty) days before the date set to start the rendering of the services. If this is the case, WAIVER will immediately cease the operation.

WAIVER will issue the final invoice with the whole amount of the proposal and any extra expenses incurred.
In the case of termination for cause, the CLIENT will be responsible for the payment to WAIVER of services rendered until the date the notification is received by WAIVER.

CLIENT RESPONSIBILITY

It is the CLIENT’S responsibility to provide, in due time, the manifest of the cargo that will be transported and the information must be precise to avoid discrepancies in the amount charged for the services.

It is the CLIENT’S responsibility to provide precise and timely answers in order for the service to be successfully carried out, as well as to provide the necessary documents requested by WAIVER.

WAIVER RESPONSIBILITY

It is WAIVER’s responsibility to execute the operation in compliance with Brazilian legislation, being liable for it entirely, even if it has rendered services through third parties, and to supply the CLIENT, whenever requested, with updated information regarding the process until its completion.

LIMITATION OF RESPONSIBILITY

WAIVER cannot be held responsible for possible delays, losses, loss of profit, extra expenses incurred directly or indirectly by third parties, including subcontracted suppliers. It will only be liable for losses it causes directly.

In the cases that WAIVER is ordered to indemnify or reimburse the CLIENT by unappealable judicial decision, its responsibility will be limited to the amount of the contract for the rendering of service.

The CLIENT also agrees to inspect its cargo upon delivery and to immediately inform WAIVER of any loss or damage. The CLIENT agrees that WAIVER will not be held responsible for any loss or damage if notification regarding such loss or damage is not made within 48 (forty-eight) hours of delivery of the goods to the CLIENT, with no prejudice to the other arrangements laid down by the parties.

CONFIDENTIALITY

Each party will keep confidential all the confidential information disclosed by the other party regarding the established contract and will adopt the same level of care that it uses to protect its own valuable confidential information, considering a reasonable level of care so that it does not
(i) reveal such confidential information to people that are not part of its authorized staff, bound by contracts that protect the right of the party that reveals the information in accordance with the terms of this instrument, or except when expressly permitted otherwise by the agreement between the parties; or (ii) use such confidential information for any purpose other than the exercise of rights and fulfillment of the obligations relative to the contract.

For the purposes of this term, confidential information will be that referent to businesses and to the technology used by the parties; the data; information concerning current and future products; services and prices charged by each party; the terms of the agreement and information clearly classified as confidential.

Regardless of the foregoing, confidential information will not include information that: (a) is or becomes public domain, without any fault being attributed to the party that receives it; (b) is in legal possession of the party that receives it before it is disclosed, which can be proven through written records, and has not been obtained by the receiving party, directly or indirectly, from the party that disclosed it; (c) is legally disclosed to the party that receives it by a third party, not bound by confidentiality; (d) is created independently by the receiving party, not using confidential information from the party that disclosed it; or (e) the party that receives it is obliged to disclose it to comply with the law or with a court order, as long as the party that receives it gives prior written notification to the party that discloses it and gives the party that discloses it reasonable opportunity to contest the lawsuit or request a writ of mandamus before disclosure.

NATURE OF THE CONTRACT

The relationship established by this term between WAIVER and the CLIENT is of rendering of services and cannot be interpreted to (i) give one of the parties the power to manage and run the day-to-day activities of the other party or (ii) consider that the parties are partners, members of a joint venture, co-proprietors or members of the same group.

FORCE MAJEURE

Neither party will be liable to the other for any partial or full failure, interruption or delay in the performance of their respective duties and obligations established by this term, if they are the result of force majeure. Force majeure should be considered any cause attributed to acts, events or omissions beyond the control of the parties, including, but not limited to, government acts, acts by force of nature, floods, fires, explosions or earthquakes, power outages, coups or strikes. In case of force majeure, the party whose performance is immediately affected must promptly notify the other party, and shall be relieved of the duties it is subject to according to this term until the necessary conditions for its activities are reestablished. If the conditions that result from force majeure remain in place for more than one (1) month, either party may terminate the contract through written notification to the other party within thirty (30) days.

CESSION
Neither party may transfer any of its rights or obligations contained in this term, by law or otherwise, without the prior written consent of the other party. Without prejudice to the provisions above, WAIVER may transfer this term, in whole or in part, without the consent of the CLIENT, via written notification, to: (a) any entity that controls, is controlled by or is under the same control as WAIVER, (b) any entity resulting from the merge or incorporation with WAIVER, or (c) any person or entity that substantially acquires all the assets of WAIVER related to the aspects addressed herein.

POWER OF ATTORNEY

The CLIENT appoints, as of now, WAIVER as its authorized agent to act on its behalf regarding the contracted services, as well as to issue or sign any documents related to such services.

INSURANCE

The CLIENT is encouraged to get insurance for the freight or instruct WAIVER to do so on its behalf, in case the service requested imposes unacceptable risks to the CLIENT.

WAIVER will only honor insurance claims when the premium is charged through invoice and received by WAIVER, as long as it is related to the transportation event insured.

Insurance will be supplied by WAIVER when requested by the CLIENT and for the CLIENT’S benefit. The CLIENT agrees that failure to pay the premium may result in loss of coverage.

GENERAL PROVISIONS

Any tolerance, by either party, of failure or nonperformance of any provision or condition of the contract by the other party shall be considered mere freedom and not novation or waiving of the right to demand full compliance with the obligations herein agreed.
If any provision of the contract is deemed by a competent legal authority to be unlawful, void or unenforceable, the contract will remain in effect with the exception of those provisions that will be removed and regarded as void as long as deemed unlawful. The parties will use all reasonable efforts to replace the illegal, void or unenforceable provision by an applicable provision whose commercial effects are the most similar possible to the deleted provision.
Any notification or other document to be presented while the contract is effective must be presented in writing and will be deemed to have been duly delivered if sent by registered mail or courier to the address of the parties or by fax or e-mail with proof of receipt.

This document regarding the GENERAL TERMS AND CONDITIONS OF SERVICES replaces, for all purposes, the terms previously used, has its effective date on March 1, 2017.

To the Contractor is offer the opportunity to propose adjustments and changes on this term, which will be freely negotiated by the parties. In the absence of any manifestation by the Contractor, which is understood that the conditions herein mentioned is fully accept.

APPLICABLE LEGISLATION

The parties agree to adopt the Brazilian legislation as applicable for all purposes. This Agreement is not governed by the Code of Consumer Protection, because of the legal relationship established between the parties.

JURISDICTION

The jurisdiction of the city of Rio de Janeiro – Brazil is chosen to settle any issues arising from the legal relationship between WAIVER and the CLIENT.
The CLIENT declares and attests it had the opportunity to negotiate, read and revise thoroughly this document, having fully agreed with its content, including the matters related to limitation of responsibility of Waiver, and that the term, together with the quotation and/or estimate, reflects the will of both parties.
21
REGISTRATION OF THE AGREEMENT
This Agreement is registered and protocoled with the 1º register of Deeds and Documents of the City of Rio de Janeiro, on optical media under n° 182945 on March 14, 2017.

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